UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2003
Ag Services of America, Inc.
(Exact name of Registrant as specified in its charter)
Iowa 000-19320 42-1264455
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
incorporation or of Identification No.)
organization)
1309 Technology Parkway
Cedar Falls, IA 50613
(Address of principal executive offices) (Zip code)
(319) 277-0261
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
Ag Services of America, Inc. issued the following press release on
November 3, 2003:
AG SERVICES OF AMERICA TO BE ACQUIRED BY RABOBANKGROUP
Cedar Falls, Iowa, November 3, 2003: Ag Services of America, Inc
(NYSE: ASV) announced today that Rabobank International, the corporate
and investment banking arm of the Netherlands-based Rabobank Group,
has entered into a definitive agreement to acquire the Company.
Under the terms of the agreement, Rabobank would purchase 100% of the
common stock of Ag Services in an all cash transaction, at a price of
$8.50 per common share of the Company's stock, a premium of approximately
39% over the closing price of $6.12 on October 31, 2003. This price
values the total issued shares of Ag Services at approximately $47 million.
The acquisition is anticipated to close on or about December 31, 2003,
subject to Ag Services shareholder approval and Dutch Central Bank approval.
Headquartered in Cedar Falls, Iowa, Ag Services provides operating credit
to producers and administers financing programs for input retailers and
suppliers in agricultural markets throughout the central United States.
For the 2003 crop season the Company originated approximately $265 million
in loans and has 116 employees.
The acquisition of Ag Services of America is a part of Rabobank's strategy
of exporting its core competencies in retail banking and agricultural
lending from its home market (The Netherlands) to the most promising markets
around the world. This purchase builds upon recent U.S. acquisitions
including VIB Corp of California and Lend Lease Agri-Business of St. Louis,
Missouri. As one of the largest agricultural banks in the world, all three
acquisitions are expected to increase and strengthen Rabobank's direct access
to U.S. agricultural markets and enhance its U.S. retail banking business.
Cor Broekhuyse, Regional Head of the Americas for Rabobank International,
said, "We are very pleased about the acquisition of Ag Services, which
complements our previous investments in VIB and Lend Lease (now
RaboAgrifinance). We will now be able to effectively deliver all the
financing products that our farming clients need, both short term and
long term."
"Given Rabobank's dedication to agriculture, we are excited to become part
of a group that closely represents the ideals we have based our company on
for the past 18 years," stated management for Ag Services of America.
"Standard and Poor's and Moody's have given Rabobank the highest credit
rating possible for more than 15 years making it one of the most
financially stable institutions in the world. While growers have found
significant value in our credit products in the past, becoming part of
a global ag network with immense resources and financial stability will
enhance our business and allow us to re-focus our resources and talents
on even more competitive products and services to meet the growing needs
of commercial producers."
Ag Services of America also announced that it has reached a separate
agreement with Rabobank to provide a $215 million line of credit. This
line of credit will be immediately available for the Company to begin making
loan commitments for the 2004 crop year.
Rabobank in the US
The Rabobank Group's U.S. operations, Rabobank International USA
(http:/www.rabobank.com), offer corporate and investment banking services,
primarily in the food and agriculture industry, through offices in New York,
Atlanta, Chicago, Dallas and San Francisco. Through Valley Independent
Bank (http://www.vibank.com), Rabobank offers retail banking services in
California. DLL USA, another U.S. member of the Rabobank Group,
(http://www.delagelanden.com) offers leasing and vendor financing, and
Robeco (http://www.robeco.com) offers a wide range of investment and
advisory products through its subsidiaries Weiss, Peck & Greer, Harbor
Capital and Sage Capital.
About Ag Services of America, Inc.
Ag Services of America, Inc. (http://www.agservices.com) is one of the
leading providers of crop input financing and agricultural services to
primarily corn and soybean growers in the central U.S. The Company offers
competitive and flexible financing packages through its primary product,
AgriFlex Credit(R). The Company also administers additional financing
programs for various suppliers, manufacturers and distributors in the
agricultural industry and provides ancillary services such as crop
insurance and grain marketing.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. This release contains forward-looking
statements based on current expectations that involve a number of risks and
uncertainties. The factors that could cause actual results to differ
materially, include the following: general economic conditions within the
agricultural industry; changes in agricultural regulations; unknown risks;
timing and/or probability of consummating the Rabobank transaction; an
unexpected vote by shareholders rejecting the Rabobank transaction; an
unexpected withdrawal by Rabobank of the investment offered; and the risks
described from time to time in the Company's SEC reports.
AgriFlex Credit is a registered trademark of Ag Services of America, Inc.
All other trademarks or product names are the property of their respective
owners.
For more information visit www.agservices.com or www.rabobank.com
END OF PRESS RELEASE
Additional Information and Where to Find It
Ag Services of America, Inc. intends to file a preliminary proxy statement
regarding the proposed acquisition with the Securities and Exchange
Commission, and it intends to mail a definitive proxy statement to its
stockholders regarding the acquisition. Investors and stockholders of
Ag Services of America are urged to read the definitive proxy statement
when it becomes available because it will contain important information
about Ag Services of America and the proposed acquisition. Investors
and stockholders may obtain a free copy of the definitive proxy statement
(when it is available) and all of Ag Services of America's annual,
quarterly and special reports at the SEC's web site at www.sec.gov
http://www.sec.gov. A free copy of the definitive proxy statement
and all of Ag Services of America's annual, quarterly and special
reports may also be obtained from Ag Services of America by directing
a request to Investor Relations at (319) 277-0261. Ag Services of
America and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Ag Services of America's
stockholders in favor of the proposed acquisition. Information regarding
the security ownership and other interests of Ag Services of America's
executive officers and directors will be included in the definitive proxy
statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Ag Services of America, Inc.
Dated: November 3, 2003 By: /s/ John T. Roth
-------------------------
John T. Roth
Vice President Finance